Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Base Merger Consideration means an amount equal to $1,855,000,000.
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Cash Merger Consideration has the meaning set forth in Section 2.9(a).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Stock Consideration has the meaning set forth in Section 2.01(c).
Merger Consideration has the meaning set forth in Section 3.1(a).
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Closing Merger Consideration has the meaning set forth in Section 2.02
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;
Series B-2 Preferred Stock means shares of the Company’s Series B-2 Preferred Stock, par value $0.001 per share.
Series A-2 Preferred Stock means shares of the Company’s Series A-2 Preferred Stock, par value $0.0001 per share.
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Conversion Consideration shall have the meaning specified in Section 14.12(a).
Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.
Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Class A Common Shares means shares of the Class A Common Stock, par value $.01 per share, of the Company.
Company Series C Preferred Stock means the Series C Preferred Stock, par value $0.0001 per share, of the Company.
Series A-1 Preferred Shares means the Company’s series A-1 preferred shares, par value US$0.00001 per share.
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Make-Whole Acquisition Stock Price means the price paid per share of Common Stock in the event of a Make-Whole Acquisition. If the holders of shares of Common Stock receive only cash in the Make-Whole Acquisition in a single per-share amount, other than with respect to appraisal and similar rights, the Make-Whole Acquisition Stock Price shall be the cash amount paid per share of Common Stock. For purposes of the preceding sentence as applied to a Make-Whole Acquisition of the type set forth in clause (a) of the definition Make-Whole Acquisition, a single price per share of Common Stock shall be deemed to have been paid only if the transaction or transactions that caused the Make-Whole Acquisition to occur was a tender offer for more than 50% of the then-outstanding Common Stock. Otherwise, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on the ten Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.